2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

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Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 49 of 207 Property Rights licensed to the Sellers that are required to conduct the Purchased Operations in the Ordinary Course of Business. Section 5.10. Compliance with Applicable Laws; Permits. (a) The Sellers own and operate, and for each of the prior three years have at all times owned and operated, the Purchased Assets and conduct, and for each of the prior three years have at all times conducted, the Business, in each case, in compliance in all material respects with all Orders, Permits and Law applicable to the Sellers, the Purchased Assets or the Business, as applicable, except for prior instances of non-compliance that have been fully and finally resolved to the satisfaction of all Governmental Bodies with jurisdiction over such matters, and (b) no Seller nor, to the Knowledge of Sellers, any of its respective Representatives has received in the past 24 months any written notice from a Governmental Body or third party alleging that any Seller or the Business is not in compliance in any material respect with applicable Orders, Permits and Law or that threatens or states the intention on the part of any issuing authority to revoke, cancel, suspend, or modify any Permit. To Sellers' Knowledge, no suspension, revocation, or cancellation of any of the Permits is threatened or contemplated. On the date hereof, Schedule 5.10 sets forth a true and complete list of all material Permits held by Sellers, with respect to the current operation and conduct of the Purchased Operations, the Purchased Assets or the Assumed Liabilities, together with a true and complete list (as of the date hereof and when updated) of all pending applications for additional material Permits, renewals of existing material Permits, or amendments to existing material Permits held by Seller, which have been submitted to any Governmental Body or other entity by Seller applicable to the operation of the Purchased Operations and ownership or use of the Purchased Assets, in each case, as amended, supplemented, and/or modified. Sellers hold all Permits necessary for the operation of the Purchased Operations as currently conducted and the current ownership or use by Sellers of the Purchased Assets. All such Permits are final, unappealed, valid, in good standing and in full force and effect and, except as set forth on Schedule 5.10, Seller is not in default under or in violation of any such Permit. No Seller nor any officer or director of any Seller is "permit blocked" on the Applicant Violator System established pursuant to SMCRA (or any applicable state system) (the "Applicant Violator System")by any Governmental Body. Section 5.11. Labor Matters. (a)None of the Sellers or their Affiliates are party to or subject to any collective bargaining agreements, works council agreements, labor union contracts, trade union agreements, and other similar agreements (each a "Collective Bargaining Agreement"), or any letter or memoranda of understanding or agreement interpreting any Collective Bargaining Agreement or modifying same, with respect to the Business, with any union, works council, or labor organization (each a "Union" and collectively "Unions"). (b) Other than pursuant to procedures established in connection with the Bankruptcy Cases (including, without limitation proceedings under sections 1113 and 1114 of the Bankruptcy Code), (i)in the last three years no Union or group of Employees or former employees of Sellers has organized, or to Sellers' Knowledge, attempted to organize, any employees for purposes of collective bargaining, sought to bargain collectively with any of 44 4844-9981-3577v6 4821-9091-9881.v1